Who Should Pay for Credit Ratings and How?

Transcription

1 Who Should Pay for Credit Ratings and How? Anil K Kashyap and Natalia Kovrijnykh July 2014 Abstract This paper analyzes a model where investors use a credit rating to decide whether to finance a firm. The rating quality depends on the unobservable effort exerted by a credit rating agency (CRA). We analyze optimal compensation schemes for the CRA that differ depending on whether a social planner, the firm, or investors order the rating. We find that rating errors are larger when the firm orders it than when investors do. However, investors ask for ratings inefficiently often. Which arrangement leads to a higher social surplus depends on the agents prior beliefs about the project quality. We also show that competition among CRAs causes them to reduce their fees, put in less effort, and thus leads to less accurate ratings. Rating quality also tends to be lower for new securities. Finally, we find that optimal contracts that provide incentives for both initial ratings and their subsequent revisions can lead the CRA to be slow to acknowledge mistakes. Keywords: Rating Agencies, Optimal Contracts, Moral Hazard, Information Acquisition JEL Codes: D82, D83, D86, G24. We have benefited from discussions with Bo Becker, Hector Chade, Simon Gilchrist, Ben Lester, Robert Lucas, Marcus Opp, Chris Phelan, Francesco Sangiorgi, Joel Shapiro, Robert Shimer, Nancy Stokey, and Joel Watson. We are also grateful for comments by seminar participants at ASU, Atlanta Fed, Philadelphia Fed, Purdue University, NYU Stern, University of Arizona, University of Chicago, University of Iowa, University of Oxford, USC, University of Wisconsin Madison, Washington University in St. Louis, and conference participants of the Accounting for Accounting in Economics Conference at UCSB Laboratory for Aggregate Economics and Finance, Fall 2012 NBER Corporate Finance Meeting, 2013 NBER Summer Institute, and 2013 SED Meetings. Kashyap thanks the National Science Foundation, as well as the Initiative on Global Markets and the Fama Miller Center at Chicago Booth for research support. For information on Kashyap s outside compensated activities see Booth School of Business, University of Chicago. Department of Economics, Arizona State University.

2 1 Introduction Virtually every government inquiry into the financial crisis has assigned some blame to credit rating agencies. For example, the Financial Crisis Inquiry Commission (2011, p. xxv) concludes that this crisis could not have happened without the rating agencies. Likewise, the United States Senate Permanent Subcommittee on Investigations (2011, p. 6) states that inaccurate AAA credit ratings introduced risk into the U.S. financial system and constituted a key cause of the financial crisis. In announcing its lawsuit against S&P, the U.S. government claimed that S&P played an important role in helping to bring our economy to the brink of collapse. But the details of the indictments differ slightly across the analyses. For instance, the Senate report points to inadequate staffing as a critical factor, the Financial Crisis Inquiry Commission highlights the business model that had firms seeking to issue securities pay for ratings as a major contributor, while the U.S. Department of Justice lawsuit identifies the desire for increased revenue and market share as a critical factor. 1 factors might play in creating inaccurate ratings. In this paper we explore the role that these and other We study a one-period environment where a firm is seeking funding for a project from investors. The project s quality is unknown, and a credit rating agency can be hired to evaluate the project. So, the rating agency creates value by generating information that can lead to more efficient financing decisions. The CRA must exert costly effort to acquire a signal about the quality of the project, and the higher the effort, the more informative the signal about the project s quality. The key friction is that the CRA s effort is unobservable, so a compensation scheme must be designed to provide incentives to the CRA to exert it. We consider three settings, where we vary who orders a rating a planner, the firm, or potential investors. This simple framework makes it possible to directly address the claims made in the government reports. In particular, we can ask: how do you compensate the CRA to avoid 1 The United States Senate Permanent Subcommittee on Investigations (2011) reported that factors responsible for the inaccurate ratings include rating models that failed to include relevant mortgage performance data, unclear and subjective criteria used to produce ratings, a failure to apply updated rating models to existing rated transactions, and a failure to provide adequate staffing to perform rating and surveillance services, despite record revenues. Financial Crisis Inquiry Commission (2011) concluded that the business model under which firms issuing securities paid for their ratings seriously undermined the quality and integrity of those ratings; the rating agencies placed market share and profit considerations above the quality and integrity of their ratings. The United States Department of Justice Complaint (2013) states that because of the desire to increase market share and profits, S&P issued inflated ratings on hundreds of billions of dollars worth of CDOs. 1

3 shirking? Does the issuer-pays model generate more shirking than when the investors pay for ratings? In addition, in natural extensions of the basic model we can see whether a battle for market share would be expected to reduce ratings quality, or whether different types of securities create different incentives to shirk. Our model explains five observations about the ratings business that are documented in the next section, in a unified fashion. The first is that rating mistakes are in part due to insufficient effort by rating agencies. The second is that outcomes and accuracy of ratings do differ depending on which party pays for a rating. Third, increases in competition between rating agencies are accompanied by a reduction in the accuracy of ratings. Fourth, ratings mistakes are more common for newer securities with shorter histories than exist for more established types of securities. Finally, revisions to ratings are slow. We begin our analysis by characterizing the optimal compensation arrangement for the CRA. The need to provide incentives for effort requires setting the fees that are contingent on outcomes the issued rating and the project s performance, which can be interpreted as rewarding the CRA for establishing a reputation for accuracy. 2 Moreover, as is often the case in this kind of models, the problem of effort under-provision argues for giving the surplus from the investment project to the rating agency, so that the higher the CRA s profits, the higher the effort it exerts. We proceed by comparing the CRA s effort and the total surplus in this model depending on who orders a rating. Generically, under the issuer-pays model, the rating is acquired less often and is less informative (i.e., the CRA exerts less effort) than in the investor-pays model (or in the second best, where the planner asks for a rating). However, the total surplus in the issuer-pays model may be higher or lower than in the investor-pays model, depending on the agents prior beliefs about the quality of the project. The ambiguity about the total surplus arises because even though investors induce the CRA to exert more effort, they will ask for a rating even when the social planner would not. So the extra accuracy achieved by having investors pay is potentially dissipated by an excessive reliance on ratings. We also extend the basic setup in four ways. The first extension explores the implications of allowing rating agencies to compete for business. An immediate implication of competition is a tendency to reduce fees in order to win business. But with lower fees comes lower effort in evaluating projects. Hence, this framework predicts that competition tends to lead to less accurate ratings. 2 We discuss this interpretation of outcome-contingent fees in more detail in Section

4 Second, we analyze the case when the CRA can misreport its information. We show that although the optimal compensation scheme is different than without the possibility of misreporting, our other main findings extend to this case. The third extension considers the accuracy of ratings for different types of securities. We suppose that some types of investment projects are inherently more difficult for the CRA to evaluate presumably because they have a short track record that makes comparisons difficult. We demonstrate that in this case it is inevitable that the ratings will deteriorate. Finally, we allow for a second period in the model and posit that investment is needed in each of the two periods, so that there is a role for ratings in both periods. The need to elicit effort in both periods creates a dilemma. The most powerful way to provide incentives for the accuracy of the initial rating requires paying the CRA only when it announces identical ratings in both periods and the project s performance matches these ratings. Paying the CRA if it makes a mistake in the initial rating (when a high rating is followed by the project s failure) would be detrimental for the incentives in the first period s effort. However, refusing to pay to the CRA after a mistake will result in zero effort in the second period, when the rating needs to be revised. Balancing this trade-off involves the fees in the second period after a mistake being too low ex-post, which leads to the CRA being slow to acknowledge mistakes. While we find that our simple model is very powerful in that it explains the five aforementioned observations using relatively few assumptions, our approach does come with several limitations. For instance, due to complexity, we do not study the problem when multiple ratings can be acquired in equilibrium. Thus we cannot address debates related to rating shopping a common criticism of the issuer-pays model. 3 Also, we assume that the firm has the same knowledge about the project s quality ex ante as everyone else. Without this assumption the analysis becomes much more complicated, since in addition to the moral hazard problem on the side of the CRA there is an adverse selection problem on the side of the firm. We do offer some cursory thoughts on this problem in our conclusions. Despite these caveats, a strength of our model is in explaining all the aforementioned observations using a single friction (moral hazard); in contrast, the existing literature uses different models with different frictions to explain the various phenomena. Hence, we are comfortable arguing that a full understanding of what went wrong with the credit rating 3 See the literature review below for discussion of papers that do generate rating shopping. Notice, however, that even without rating shopping we are able to identify some problems with the issuer-pays model. 3

5 agencies will recognize that there were several problems and that moral hazard was likely one of them. The remainder of the paper is organized as follows. The next section documents the empirical regularities that motivate our analysis, and compares our model to others in the literature. Section 3 introduces the baseline model. Section 4 presents our main results about the CRA compensation as well as comparison between the issuer-pays and investorpays models. Section 5 covers the four extensions just described. Section 6 concludes. The Appendix contains proofs and further discussion of some of the model s extensions. 2 Motivating Facts and Literature Review Given the intense interest in the causes of the financial crisis and the role that official accounts of the crisis ascribe to the ratings agencies, it is not surprising that there has been an explosion of research on credit rating agencies. White (2010) offers a concise description of the rating industry and recounts its role in the crisis. To understand our contribution, we find it helpful to separate the recent literature into three sub-areas. 2.1 Empirical Studies of the Rating Business The first body of research consists of the empirical studies that seek to document mistakes or perverse rating outcomes. There are so many of these papers that we cannot cover them all, but it is helpful to note that there are five observations that our analysis takes as given. So we will point to specific contributions that document these particular facts. First, the question of who pays for a rating does seem to matter. The rating industry is currently dominated by Moody s, S&P, and Fitch Ratings which are each compensated by issuers. So comparisons of their recent performance does not speak to this issue. But Cornaggia and Cornaggia (2012) provide some evidence on this question by comparing Moody s ratings to those of Rapid Ratings, a small rating agency which is funded by subscription fees from investors. They find that Moody s ratings are slower to reflect bad news than those of Rapid Ratings. Jiang et al. (2012) provide complementary evidence by analyzing data from the 1970s when Moody s and S&P were using different compensation models. In particular, from 1971 until June 1974 S&P was charging investors for ratings, while Moody s was charging issuers. During this period the Moody s ratings systematically exceeded those of S&P. S&P 4

6 adopted the issuer-pays model in June 1974, and from that point forward over the next three years their ratings essentially matched Moody s. 4 Second, as documented by Mason and Rosner (2007), most of the rating mistakes occurred for structured products that were primarily related to asset-backed securities see Griffin and Tang (2012) for a description of this ratings process is conducted. As Pagano and Volpin (2010) note, the volume of these new securities increased tenfold between 2001 and As Mason and Rosner emphasize, the mistakes that happened for these new products were not found for corporate bonds where CRAs had much more experience. In addition, Morgan (2002) argues that banks (and insurance companies) are inherently more opaque than other firms, and this opaqueness explains his finding that Moody s and S&P differ more in their ratings for these intermediaries than for non-banks. Third, some of the mistakes in the structured products seem to be due to insufficient monitoring and effort on the part of the analysts. For example, Owusu-Ansah (2012) shows that downgrades by Moody s tracked movements in aggregate Case-Shiller home price indices much more than any private information that CRAs had about specific deals. In the context of our model, this is akin to the CRAs not investigating enough about the underlying securities to make informed judgments about their risk characteristics. Interestingly, the Dodd-Frank Act in the U.S. also presumes that shirking was a problem during the crisis and takes several steps to try to correct it. First, section 936 of the Act requires the Securities and Exchanges Commission to take steps to guarantee that any person employed by a nationally recognized statistical rating organization (1) meets standards of training, experience, and competence necessary to produce accurate ratings for the categories of issuers whose securities the person rates; and (2) that employees are tested for knowledge of the credit rating process. The law also requires the agencies to identify and then notify the public and other users of ratings which five assumptions would have the largest impact on their ratings in the event that they were incorrect. Fourth, revisions to ratings are typically slow to occur. This issue attracted considerable attention early in the last decade when the rating agencies were slow to identify problems at Worldcom and Enron ahead of their bankruptcies. But, Covitz and Harrison (2003) show that 75% of the price adjustment of a typical corporate bond in the wake of a downgrade occurs prior to the announcement of the downgrade. So these delays are pervasive. 4 See also Griffin and Tang (2011) who show that the ratings department of the agencies, which are responsible for generating business, use more favorable assumptions than the compliance department (which is charged with assessing the ex-post accuracy of the ratings). 5

7 Finally, it appears that competition among rating agencies reduces the accuracy of ratings. Very direct evidence on this comes from Becker and Milbourn (2011) who study how the rise in market share by Fitch influenced ratings by Moody s and S&P (who had historically dominated the industry). Prior to its merger with IBCA in 1997, Fitch had a very low market share in terms of ratings. Thanks to that merger, and several subsequent acquisitions over the next five years, Fitch substantially raised its market share, so that by 2007 it was rating around 1/4 of all the bonds in a typically industry. Becker and Milbourn exploit the cross-industry differences in Fitch s penetration to study competitive effects. They find an unusual pattern. Any given individual bond is more likely to be rated by Fitch when the ratings from the other two big firms are relatively low. 5 Yet, in the sectors where Fitch issues more ratings, the overall ratings for the sector tend to be higher. This pattern is not easily explained by the usual kind of catering that the rating agencies have been accused of. If Fitch were merely inflating its ratings to gain business with the poorly performing firms, the Fitch intensive sectors would be ones with more ratings for these under-performing firms and hence lower overall ratings. This general increase in ratings suggests instead a broader deterioration in the quality of the ratings, which would be expected if Fitch s competitors saw their rents declining; consistent with this view, the forecasting power of the ratings for defaults also decline. 2.2 Theoretical Models of the Rating Business Our paper is also related to the many theoretical papers on rating agencies that have been proposed to explain these and other facts. 6 However, we believe our paper is the only one that simultaneously accounts for the five observations described above. The paper by Bongaerts (2013) is closest to ours in that it focuses on an optimal contracting arrangement where a CRA must be compensated for exerting effort to generate a signal about the quality of project to be funded by outside investors. As in our model, a 5 Bongaerts et al. (2012) identify another interesting competitive effect. If two of the firms disagree about whether a security qualifies as an investment grade, then the security does not qualify as investment grade. But if a third rating is sought and an investment grade rating is given, then the security does qualify. Since Moody s and S&P rate virtually every security, this potential to serve as a tie-breaker creates an incentive for an issuer to seek an opinion from Fitch when the other two disagree. Bongaerts et al. find exactly this pattern: Fitch ratings are more likely to be sought precisely when Moody s and S&P disagree about whether a security is of investment grade quality. 6 While not applied to rating agencies, there are a number of theoretical papers on delegated information acquisition, see, for example, Chade and Kovrijnykh (2012), Inderst and Ottaviani (2009, 2011) and Gromb and Martimort (2007). 6

8 central challenge is to set fees for the CRA to induce sufficient effort to produce informative ratings. He solves a planning problem, where in the base case the issuer pays for the ratings. He then explores the effect of changing the institutional arrangements by having investors pay for ratings, mandating that CRAs co-invest in the securities that they rate, or relying on ratings assessments that are more costly to produce than those created by CRAs. Bongaerts analysis differs from ours in three important ways. First, the risky investment projects produce both output and private benefits for the owner of the technology, which create incentives for owners to fund bad projects. This motive is absent in our model. Second, the CRAs effort is ex-post verifiable, while effort cannot be verified in our model. Third, he studies a dynamic problem, where the CRA is infinitely lived, but investment projects last for one period, investors have a one-period horizon, and new investors and new projects arrive each period. This creates interesting and important changes in the structure of the optimal contract. We see his results complementing ours by extending the analysis to a dynamic environment, though the assumptions that render his more complicated problem tractable also make comparisons between his results and ours very difficult. Opp et al. (2013) explain rating inflation by building a model where ratings not only provide information to investors, but are also used for regulatory purposes. As in our model, expectations are rational and a CRA s effort affects rating precision. But unlike us, they assume that the CRA can commit to exert effort (or, equivalently, that effort is observable), and they do not study optimal contracts. They find that introducing ratingcontingent regulation leads the rating agency to rate more firms highly, although it may increase or decrease rating informativeness. Cornaggia and Cornaggia (2012) find evidence directly supporting the prediction of the Opp et al. (2013) model. Specifically, it seems that Moody s willingness to grant inflated ratings (relative to a subscription-based rating firm) is concentrated on the kinds of marginal investment grade bonds that regulated entities would be prevented from buying if tougher ratings were given by Moody s. A recent paper by Cole and Cooley (2014) also argues that distorted ratings during the financial crisis were more likely caused by regulatory reliance on ratings rather than by the issuer-pays model. We agree that regulations can influence ratings, but we see our results complementing the analysis in Opp et al. (2013) and Cole and Cooley (2014) and providing additional insights on issues they do not explore. Bolton et al. (2012) study a model where a CRA receives a signal about a firm s quality, and can misreport it (although investors learn about a lie ex post). Some investors are naive, 7

9 which creates incentives for the CRA which is paid by the issuer to inflate ratings. The authors show that the CRA is more likely to inflate (misreport) ratings in booms, when there are more naive investors, and/or when the risks of failure which could damage CRA reputation are lower. In their model, both the rating precision and reputation costs are exogenous. In contrast, in our model the rating precision is chosen by the CRA; also, our optimal contract with performance-contingent fees can be interpreted as the outcome of a system in which reputation is endogenous. Similar to us, the authors predict that competition among CRAs may reduce market efficiency, but for a very different reason than we do: the issuer has more opportunities to shop for ratings and to take advantage of naive investors by only purchasing the best ratings. In contrast, we assume rational expectations, and predict that larger rating errors occur because of more shirking by CRAs. Our result that competition reduces surplus is also reminiscent of the result in Strausz (2005) that certification constitutes a natural monopoly. In Strausz this result obtains because honest certification is easier to sustain when certification is concentrated at one party. In contrast, in our model the ability to charge a higher price increases rating accuracy even when the CRA cannot lie. Skreta and Veldkamp (2009) analyze a model where the naïveté of investors gives issuers incentives to shop for ratings by approaching several rating agencies and publishing only favorable ratings. They show that a systematic bias in disclosed ratings is more likely to occur for more complex securities a finding that resembles our result that rating errors are larger for new securities. Similar to our findings, in their model, competition also worsens the problem. They also show that switching to the investor-pays model alleviates the bias, but as in our set up the free-rider problem can then potentially eliminate the ratings market completely. Sangiorgi and Spatt (2012) have a model that generates rating shopping in a model with rational investors. In equilibrium, investors cannot distinguish between issuers who only asked for one rating, which turned out to be high, and issuers who asked for two ratings and only disclosed the second high rating but not the first low one. They show that too many ratings are produced, and while there is ratings bias, there is no bias in asset pricing as investors understand the structure of equilibrium. While we conjecture that a similar result might hold in our model, the analysis of the case where multiple ratings are acquired in equilibrium is hard since, unlike in Sangiorgi and Spatt, the rating technology is endogenous in our setup. Similar to us, Faure-Grimaud et al. (2009) study optimal contracts between a rating 8

10 agency and a firm, but their focus is on providing incentives to the firm to reveal its information, while we focus on providing incentives to the CRA to exert effort. Goel and Thakor (2011) have a model where the CRA s effort is unobservable, but they do not analyze optimal contracts; instead, they are interested in the impact of legal liability for misrating on the CRA s behavior. As we later discuss, the structure of our optimal contracts can be endogenously embodying reputational effects. Other papers that model reputational concerns of rating agencies include, for example, Bar-Isaac and Shapiro (2013), Fulghieri et al. (2011), and Mathis et al. (2009). 2.3 Policy Analysis of the Rating Business Finally, the third body of research which relates to our paper includes the many policyoriented papers that discuss potential reforms of the credit rating agencies. Medvedev and Fennell (2011) provide an excellent summary of these issues. Their survey is also representative of most of the papers on this topic in that it identifies the intuitive conflicts of interest that arise from the issuer-pays model, and compares them to the alternatives problems that arise under other schemes (such as the investor-pays, or having a government agency issue ratings). But all of these analyses are partly limited by the lack of microeconomic foundations underlying the payment models being contrasted. By deriving the optimal compensation schemes, we believe we help clarify these kinds of discussions. 3 The Model We consider a one-period model with one firm, a number (n 2) of investors, and one credit rating agency. All agents are risk neutral and maximize expected profits. The firm (the issuer of a security) is endowed with a project that requires one unit of investment (in terms of the consumption good) and generates the end-of-period return, which equals y units of the consumption good in the event of success and 0 in the event of failure. The likelihood of success depends on the quality of the project, q. The quality of the project can be good or bad, q {g, b}, and is unobservable to everyone. 7 A project of quality q succeeds with probability p q, where 0 < p b < p g < 1. We assume that 1 + p b y < 0 < 1 + p g y, so that it is profitable to finance a high-quality 7 We discuss what happens if the issuer has private information about its type in the conclusions. 9

11 project but not a low-quality one. The prior belief that the project is of high quality is denoted by γ, where 0 < γ < 1. The CRA can acquire information about the quality of the project. It observes a signal θ {h, l} that is correlated with the project s quality. The informativeness of the signal about the project s quality depends on the level of effort e 0 that the CRA exerts. Specifically, Pr{θ = h q = g, e} = Pr{θ = l q = b, e} = 1 + e, (1) 2 where e is restricted to be between 0 and 1/2. Note that if effort is zero, the conditional distribution of the signal is the same regardless of the project s quality, and therefore the signal is uninformative. Conditional on the project being of a certain quality, the probability of observing a signal consistent with that quality is increasing in the agent s effort. So higher effort makes the signal more informative in Blackwell s sense. 8 Exerting effort is costly for the CRA, where ψ(e) denotes the cost of effort e, in units of the consumption good. The function ψ satisfies ψ(0) = 0, ψ (e) > 0, ψ (e) > 0, ψ (e) > 0 for all e > 0, and lim e 1/2 ψ(e) = + (which is a sufficient but not necessary condition to guarantee that the project s quality is never learned with certainty). The assumptions on the second and third derivatives of ψ guarantee that the CRA s and planner s problems, respectively, are strictly concave in effort. We also assume that ψ (0) = 0 and ψ (0) = 0, which guarantee an interior solution for effort in the CRA s and planner s problems, respectively. To keep the analysis simple, we will assume that the CRA cannot lie about a signal realization so the rating it announces will be the same as the signal. We describe what happens if we dispose of this assumption in Section 5.2. While allowing for misreporting changes the form of the optimal compensation to the CRA, it does not affect any other key results, as we illustrate in the Appendix. We also assume that the CRA is protected by limited liability, so that all payments that it receives must be non-negative. The firm has no internal funds, and therefore needs investors to finance the project. 9 Investors are deep-pocketed so that there is never a shortage of funds. 10 competitively and will make zero profits in equilibrium. They behave 8 See Blackwell and Girshick (1954), chapter We make this assumption for expositional convenience. Our results would not change if the firm had initial wealth which is strictly smaller than one the amount of funds needed to finance the project. 10 It is not necessary for our results to assume that each investor has enough funds to finance the project alone. As long as each investor has more funds than what the firm borrows from him in equilibrium, our results still apply. 10

12 We will consider three scenarios depending on who decides whether a rating is ordered the social planner, the issuer, or each of the investors. Let X refer to the identity of the player ordering a rating. The timing of events, illustrated in Figure 1, is as follows. At the beginning of each period, the CRA posts a rating fee schedule the fees to be paid at the end of the period, conditional on the history. When X is the firm, it might not be able to pay for a rating if the fee structure requires payments when no output is generated, as it has no internal funds. Thus we assume that in this case each investor offers rating financing terms that specify the return paid by the issuer when it has output in exchange for the investor paying the fee on the issuer s behalf. Then X decides whether to ask for a rating, and chooses whether to reveal to the public that a rating has been ordered. If a rating is ordered, the CRA exerts effort and announces the rating to X, who then decides whether it should be published (and hence made known to other agents). Given the rating or the absence of one, each investor announces project financing terms (interest rates). The firm decides whether to borrow from investors in order to finance the project. 11 If the project is financed, its success or failure is observed. The firm repays investors, and the CRA collects its fees. 12 We are interested in analyzing Pareto efficient perfect Bayesian equilibria in this environment. We will compare effort and total surplus depending on who orders a rating. The rationale for considering total surplus comes from thinking about a hypothetical consumer who owns both the firm and CRA, in which case it would be natural for the social planner to maximize the consumer s utility. In our static environment, we will not always be able to Pareto rank equilibria depending on who orders the rating. However, it can be shown that constraints that lead to a lower total surplus in the static model, lead to Pareto dominance in a repeated infinite horizon version of the model. 4 Analysis and Results Before deriving any results, it will be convenient to introduce some notation. First, let π 1 denote the ex-ante probability of success (before observing a rating), so π 1 = p g γ+p b (1 γ). Next, let π h (e) denote the probability of observing a high rating given effort e, that is, 11 We assume that if the firm is indifferent between investors financing terms, it obtains an equal amount of funds from each investor. If each investor can fund the project alone, this is also equivalent to the firm randomizing with equal probabilities over which investor to borrow from. 12 We assume that X can commit to paying the fees due to the CRA, and that the firm can commit to paying investors. 11

13 The CRA sets history-contingent rating fees!!! If X is the firm, investors offer interest rates " for financing the rating fees!!! X decides whether " to order a rating!!! If the rating is ordered, " the CRA exerts effort, " reveals the rating to X, " who decides whether to " announce it to other agents!!!! Investors offer interest rates for financing the project!!! Figure 1: Timing. The firm decides whether to borrow from investors in order to finance the project! If the project is " financed, success or failure is observed!!! The firm repays " investors, the CRA! collects the fees!!! π h (e) = (1/2 + e)γ + (1/2 e)(1 γ). The probability of observing a low rating given effort e is then π l (e) = 1 π h (e). Also, let π h1 (e) and π h0 denote the probabilities of observing a high rating followed by the project s success/failure given effort e: π h1 (e) = p g (1/2 + e)γ + p b (1/2 e)(1 γ) and π h0 (e) = (1 p g )(1/2 + e)γ + (1 p b )(1/2 e)(1 γ). Similarly, the probabilities of observing a low rating followed by success/failure given e are π l1 (e) = p g (1/2 e)γ + p b (1/2 + e)(1 γ) and π l0 (e) = (1 p g )(1/2 e)γ + (1 p b )(1/2 + e)(1 γ). The probability of observing a high rating bears directly on the earlier discussion of the possibility that rating agencies issued inflated ratings for securities that eventually failed. In our model, when the CRA puts insufficient effort, its ratings will be unreliable. Thus, for bad projects, the under-provision of effort will lead to a more likely (incorrect) assignment of high ratings. The assumed connection between the CRA s effort and the signal distribution given by (1) implies that the probability of giving a high rating to a bad-quality project is the same as the probability of giving a low rating to a good-quality project. Thus unconditionally the high rating is produced more often if less effort is put in whenever γ < 1/2. (Formally, π h (e) < 0 for γ < 1/2.) The cutoff value of 1/2 arises because of the symmetric structure of (1). If instead we had adopted a more general signal structure such as Pr{θ = h q = g, e} = α + β h e and Pr{θ = h q = b, e} = α β l e, then the cutoff value for γ that governs when erroneous ratings will be too high would differ. In particular, the lower the ratio β h /β l (i.e., the more important is the CRA s effort in detecting bad projects relative to recognizing good ones), the higher will be the cutoff Formally, π h (e) = (α+β h e)γ +(α β l e)(1 γ), which is decreasing in e if and only if γ < β l /(β l +β h ). 12

14 4.1 First Best As a benchmark, we begin by characterizing the first-best case, where the CRA s effort is observable, and the social planner decides whether to order a rating. 14 Given a rating (or the absence of one), the project is financed if and only if it has a positive NPV. Thus, the total surplus in the first-best case is { S F B = max ψ(e) + π h (e) max 0, 1 + π } { h1(e) e π h (e) y + π l (e) max 0, 1 + π } l1(e) π l (e) y, where π i1 (e)/π i (e) is the conditional probability of success after a rating i {h, l} given the level of effort e. Notice that since π h1 (e)/π h (e) π l1 (e)/π l (e), with strict inequality if e > 0, the project will never be financed after the low rating if it is not financed after the high rating. So only the following three cases can occur: (i) the project is financed after both ratings, (ii) the project is not financed after both ratings, and (iii) the project is financed after the high rating but not after the low rating. It immediately follows from the structure of the problem that in cases (i) and (ii) the optimal choice of effort is zero. This result is very intuitive it cannot be efficient to expend effort if the information it produces is not used. In case (iii), the optimal effort is strictly positive denote it by e and (given our assumptions) e uniquely solves max e ψ(e) π h (e) + π h1 (e)y. Thus, the problem of finding the first-best surplus can be simplified to S F B = max{0, 1 + π 1 y, max ψ(e) π h (e) + π h1 y}. e The following lemma shows which of the three alternatives (i) (iii) the planner chooses depending on the prior γ (where we denote the first-best effort by e F B ). Lemma 1 There exist thresholds γ and γ satisfying 0 < γ < γ < 1, such that (i) e F B = 0 for γ [0, γ], and the project is never financed; (ii) e F B = 0 for γ [ γ, 1], and the project is always financed; (iii) e F B > 0 for γ (γ, γ), and the project is only financed after the high rating. The intuition behind this result is quite simple. If the prior belief about the project quality is close to either zero or one, so that investment opportunities are thought to be either very good or very bad, then it does not pay off to acquire additional information about the quality of the project. 14 In fact, it is easy to check that when effort is observable, the total surplus is the same regardless of who orders a rating. 13

15 We now turn to the analysis of the more interesting case when the CRA s effort is unobservable, and payments are subject to limited liability. The CRA will now choose its effort privately, given the fees it expects to receive at the end of the period. 4.2 Second Best the Social Planner Orders a Rating To understand the logic of our model it is simplest to start by analyzing the case where the planner gets to decide whether to order a rating and in doing so sets the fee structure. This construct allows us to write a standard optimal contracting problem. In this setup, we will characterize the constrained Pareto frontier (optimal contract), and consider an equilibrium on the frontier where the total surplus is maximized. Then we will demonstrate that the resulting equilibrium is the same as when the CRA chooses the fees (which is the actual assumption in our analysis). To find the optimal contract (or the optimal fee structure) that provides the CRA with incentives to exert effort, we want to allow for as rich as contract space as possible. This is accomplished by supposing that fees can be made contingent on possible outcomes. Just as in the first-best case, it is straightforward to show that there are three options do not acquire a rating and do not finance the project, do not acquire a rating and finance the project, and acquire a rating and finance the project only if the rating is high. In the first two cases the CRA exerts no effort, so only in the third case is there a non-trivial problem of finding the optimal fee structure. In this case, there are three possible outcomes: the rating is high and the project succeeds, the rating is high and the project fails, and the rating is low (in which case the project is not financed). Let f h1, f h0, and f l denote the fees that the CRA receives in each scenario. On the Pareto frontier, the payoff to one party is maximized subject to delivering at least certain payoffs to other parties. Investors behave competitively and thus always earn zero profits. Therefore, we can maximize the value to the firm subject to delivering at least a certain value v to the CRA. Let u(v) denote the value to the firm given that the value to the CRA is at least v, and the project is only financed after the high rating. Since investors earn zero profits, the firm extracts all the surplus generated in production, net of the expected fees paid to the CRA. Then the Pareto frontier can be written as 14

16 max{0 v, 1 + π 1 y v, u(v)}, where u(v) = max π h (e) + π h1 (e)y π h1 (e)f h1 π h0 (e)f h0 π l (e)f l e,f h1,f h0,f l (2) s.t. ψ(e) + π h1 (e)f h1 + π h0 (e)f h0 + π l (e)f l v, (3) ψ (e) = π h1(e)f h1 + π h0(e)f h0 + π l(e)f l, (4) e 0, f h1 0, f h0 0, f l 0. (5) Constraint (3) ensures that the CRA s profits are at least v. Constraint (4) is the CRA s incentive constraint, which reflects the fact that CRA chooses its effort privately. Accordingly, this constraint is obtained by maximizing the left-hand side of (3) with respect to e. The constraints in (5) reflect limited liability and the nonnegativity of effort. Finally, we assume that the firm can choose not to operate at all, so its profits must be nonnegative, i.e., u(v) 0 (which restricts the values of v that can be promised). Our first main result demonstrates how the optimal compensation scheme must be structured in order to provide incentives to the CRA to exert effort. Proposition 1 (Optimal Compensation Scheme) Suppose the project is financed only after the high rating. Define the cutoff value ˆγ = 1/(1 + p g /p b ). (i) If γ ˆγ, then it is optimal to set f h1 > 0 and f l = f h0 = 0. (ii) If γ ˆγ, then it is optimal to set f l > 0 and f h1 = f h0 = 0. The proposition states that there is a threshold level for the prior belief, above which the CRA should be rewarded only if it announces the high rating and it is followed by success, and below which the CRA should be rewarded only if it announces the low rating. Notice that, quite intuitively, the CRA is never paid for announcing the high rating if it is followed by the project s failure. The proof relies on the standard maximum likelihood ratio argument: the CRA should be rewarded for the event whose occurrence is the most consistent with its exerting effort, which in turn depends on the agents prior. Our presumption that the fees are contingent on the rating and the project s performance at first might appear unrealistic. Instead, one might prefer to analyze a setup where fees are paid upfront. But, in any static model an up-front fee will never provide the CRA with incentives to exert effort the CRA will take the money and shirk. So in any static model it is necessary to introduce some sort of reputational motive to prevent shirking. Many papers in this literature model such reputation mechanisms as exogenous; for example, Bolton et al. (2012) (see also references therein) introduce exogenous reputation 15

17 costs the discounted sum of future CRA profits, which, in their case, are available when the CRA is not caught lying. In our paper, the payoff to the CRA that varies depending on the outcome can be interpreted in precisely this way, except that the reputation costs are endogeneous because the compensation structure is endogenous. To see that outcome-contingent payments can be interpreted as the CRA s future profits in a more elaborate dynamic model, consider instead the following repeated setting. In each period the CRA charges an upfront (flat) fee, but the fee can vary over time depending on how the firm s performance compared with the announced ratings. Technically, the optimal compensation structure written in a recursive form will require the CRA s continuation values (future present discounted profits) to depend on histories. 15 Thus even if the fees are restricted to be paid upfront in each period, the CRA will be motivated to exert effort by the prospect of higher future profits via higher future fees that follow from developing a reputation by correctly predicting the firm s performance. To put it differently, equilibrium strategies and expectations of market participants in a Pareto optimal equilibrium depend on histories in such a way that the CRA expects to be able to charge higher fees and earn higher profits (because market participants are willing to pay those higher fees given their beliefs about the CRA s diligence) if the market observes outcomes that are are most consistent with the CRA exerting effort. The fee structure in our static model can then be viewed as a shortcut for such a reputation mechanism. We set up the repeated model with up-front fees in Section A.3 of the Appendix, and briefly discuss which predictions of our model still apply in that model. The dynamic model is much more complicated to analyze, and at the same time does not offer any new important insights, which is why we choose to focus on the static model instead. So outcome-contingent fees should not be interpreted literally, but instead should be recognized as a simplification to bring reputational considerations into the analysis in a tractable way. It is worth pointing out that even though we model reputation in such a reduced form way, we are able to match several facts about the rating business, which suggests that the mechanisms operating in our model are certainly not unreasonable. With this interpretation in mind, let us return to the analysis of the static model. The next proposition derives several properties of the Pareto frontier which will be important for our subsequent analysis. 15 Claim 4 in the Appendix, which is the analog of Proposition 1 in the dynamic case, shows how the continuation values optimally vary depending on histories. 16

18 Proposition 2 (Pareto Frontier) Suppose the project is financed only after the high rating. (i) There exists v such that for all v v e(v) = e, but u(v) < 0. (ii) There exists v 0 > 0 such that (3) is slack for v < v 0 and binds for v v 0. Moreover, e(v 0 ) > 0. (iii) Effort and total surplus are increasing in v, strictly increasing for v (v 0, v ). Part (i) of the proposition says that there exists a threshold promised value, v, above which the first-best effort is implemented. However, the resulting profit to the firm is strictly negative, violating individual rationality, and so this arrangement cannot be sustained in equilibrium. It will be handy to denote the highest value that can be delivered to the CRA without leaving the firm with negative profits by v max{v u(v) = 0} < v. There is an interesting economic reason why implementing the first-best effort requires the firm s profits to be negative. Suppose for concreteness γ ˆγ (the other case is similar), so that the CRA gets paid after history h1. Then the intuition is as follows. When effort is observable, the problem can be recast as saying that the firm chooses to acquire information itself rather than delegating this task to the CRA. But when the firm is making the effort choice, it accounts for two potential effects of increasing effort. One benefit is the increased probability that a surplus is generated. The other is that investors will lower the interest rate to reflect a more accurate rating, leading to an increase in the size of the surplus. When the CRA is doing the investigation and its effort is unobservable, the CRA internalizes the fact that more effort generates a higher probability of the fee being paid. But it cannot get a higher fee based on higher effort. So the only way to induce the CRA to exert the firstbest level effort is to set an extraordinarily generous fee that leaves the firm with negative profits. 16 Part (ii) of Proposition 2 identifies the lowest value that can be delivered to the CRA on the Pareto frontier. This value, denoted by v 0, is strictly positive. So the rating agency will still be making profits and will exert positive effort. It immediately follows from (ii) that for v v 0 u(v) does not depend on v and hence is constant; while if v > v 0, constraint (3) binds, which means that u(v) must be strictly decreasing in v. 16 Formally, the firm s problem in the first-best case is max e ψ(e) + π h1 (e)(y R(e)), where the interest rate R(e) solves the investors break even condition π h (e) + π h1 (e)r(e) = 0. This implies that 1/R(e) equals the conditional probability of success given the high rating, π 1 h (e) = π h1 (e)/π h (e), which is strictly increasing in effort. The CRA s problem is max e ψ(e)+π h1 (e)f h1, where f h1 does not depend on e. Thus, in order to induce e F B, f h1 must exceed y R(e), leaving the firm with negative profits: π h1 (e)(y R(e) f h1 ) < 0. 17

19 Firm s profits First best when finance only after the high rating 0 u(v) _ v* v 0 v CRA s profits Figure 2: The Pareto frontier (the shaded area of the u(v) curve) when the project is financed only after the high rating. Finally, part (iii) shows that the higher the CRA s profits, the higher the total surplus, and the higher the effort. This is an important result, and will be crucial for our further analysis. Intuitively it follows because unobservability of effort leads to its under-provision. To implement the highest possible effort, one needs to set the fees as high as possible, extracting all surplus from the firm and giving it to the CRA. However, as part (i) implies, implementing the first-best level of effort would result in negative profits to the firm. Combining (i) and (iii) tells us that the level of effort that can be implemented is strictly smaller than the first-best one. Notice also that the firm s profits are maximized at v 0. This follows immediately from part (ii) of Proposition 2. Thus the firm prefers a less informative rating than is socially optimal (as effort at v 0 is lower than that at v or v ), but the firm still prefers to have a informative rating (because effort is positive at v 0 ). The function u(v) is graphed in Figure 2. Recall that u(v) only describes the part of the Pareto frontier which corresponds to the situation when the project is financed after the high rating and not financed after the low rating. The whole Pareto frontier is given by max{ v, 1 + π 1 y v, u(v)}, and the corresponding total surplus is max{0, 1 + π 1 y, v + u(v)}. To summarize, the fact that the CRA chooses its effort privately (and is protected by limited liability) delivers two important results. First, the optimal compensation must involve outcome-contingent fees, which can be interpreted as rewards for establishing a 18

20 good reputation. Second, the CRA exerts less effort, and hence there are more rating errors compared to the case when the CRA s effort is observable. These results are general they do not depend on who orders a rating, and they will also hold in the extensions of the basic model that we will consider in Section 5. Clearly, our assumption of limited liability plays an important role in these results. Without it, it would be possible to punish the CRA in some states and achieve the first best for all v. In particular, selling the project to the CRA and making it an investor would provide it with incentives to exert the first-best level of effort. 17 Recall that we are considering equilibria where the total surplus is maximized. immediately follows from Proposition 2 that if the project is financed only after the high rating, then the planner will choose the point ( v, u( v)) on the frontier. This corresponds to maximum feasible CRA profits and effort, and zero profits for the firm. The implemented effort, which we denote by e SB (where SB stands for the second best), is strictly smaller than e F B. To close the loop, let us return to the issue of what happens if instead of the planner setting the fees, the CRA does. As we showed, when the planner sets the fees (and the project is financed only after the high rating), the CRA captures all the surplus. Therefore the fees set by the CRA will choose the same ones as selected by the planner. We summarize our results in the following proposition. Proposition 3 (X = Planner) If the social planner is the one who decides whether a rating should be ordered, then (i) The maximum total surplus in equilibrium is S SB = max{0, 1 + π 1 y, v + u( v)}; (ii) e SB e F B, S SB S F B, with strict inequalities if e F B > 0. Figure 3 uses a numerical example to compare the total surplus and effort in the firstand second-best cases as functions of γ, depicted with solid blue and dashed gray lines, respectively. 18 The thin dotted line in the left panel is 1 + π 1 y, the total surplus if the project is financed without a rating. The total surplus if the project is not financed without a rating is zero. Therefore, the total surplus in the first-best case, S F B, is the 17 However, forcing rating agencies to co-invest does not appear to be a practical policy option, as it would require them to have implausibly large levels of wealth, given that they rate trillions of dollars worth of securities each year. 18 Notice slight kinks in the second-best surplus and effort that occur at ˆγ which equals.366 for the given parameter values due to the different fee structures above and below ˆγ. It 19

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